CIVIL WAR: Misfitverse  Prologue
by NebulaBelt
Summary: A prologue and setup for my version of the Civil War in Red Witch's Misfitverse. On Emma Frost taking over the Institute. Rated for language.


**A/N: This is an introductory piece establishing the whys and hows Emma Frost came to be running the Xavier Institute and the reasons for it. This also helps set up/reestablish some of the other plot points in my upcoming story. It's a bit long and it's mostly expository but it does help set things up. More exciting stuff will be coming in the future. Until then! **

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**CIVIL WAR: MISFITVERSE **

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**PROLOGUE **

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"You're. Joking."

The atmosphere in the lounge had dropped about to twenty degrees below Absolute Zero in the two seconds since Emma Frost had announced herself as the new Headmistress of the Xavier Institute; following the assault that had left Charles Xavier comatose and over half a dozen students dead.

The Misfits and their Handlers looked in astonishment at the X-Men who, for their part, wore expressions that ranged from ashamed to resigned to outright bitter. Batman said nothing, as was his wont he merely stood in the shadows and watched. That left it up to General Hawk to voice his outrage.

"I like to think that after all my years in charge of GI Joe—the most **UNconventional** military unit in history—AND the Misfits that I have a pretty good sense of humor. I let a lot of things go…blowing up the men's showers fine; stealing all the underwear on the base I can deal with; going on joyrides in tanks and jets is all in good fun; mooning visiting dignitaries and government officials—"

"Okay I can explain that—" Pietro offered, but Hawk just pressed on. "Wrecking millions of dollars of military hardware; who's complaining? Getting over half my force sent to therapy twice a week; might even be good for them. Punching the Vice-President in the jaw—"

"Now **I** can explain **that**—" Shipwreck started but was glared into silence by Hawk.

"What I mean to say, is that I've grown used a lot of bad, tasteless humor. But this—naming HER in charge of the Institute?" Hawk's voice rose as he pointed at Frost. "—is just **NOT** funny."

"Then it's just as well that I wasn't being humorous." Emma said simply. "Jokes are beneath the White Queen…I'll leave it to you and yours to play the part of the jester."

"You're NOT helping." Ororo sighed with more than a touch of bitterness.

"How could you let her stay here, let alone be put in charge?" Hawk demanded of Ororo, Logan, Beast, Scott, and Jean—the remaining faculty members. Warren was critically injured in the assault and sent to Muir Island.

"What choice do we have?" Ororo groaned as she sat down. "None of us have any experience in running an entire school. And even with Charles here there have been..." She fidgeted. "Difficulties."

"Would you be referring to the fact that no one on the faculty can stand being told what to do by one another or the rampant alcoholism among said faculty?" Gilaad asked.

"Shut up." Scott grumbled.

"I'm **serious**." The Israeli mutant sighed as he turned to the Misfits. "Look at it from our perspective…leaving aside the fact that no one here has any administrative experience or knowledge on how to run a school, no one here's suited for it anyway. I mean, let's look at our staff;" He went as he started ticking points off on his fingers. "Storm could never handle being stuck in a small office day in and day out dealing with the various backroom deals and smoke-filled rooms…and since it's such an 'old boys club' in this country a black woman could never get along with the Department of Education…even if she **weren't** a mutant!"

"I have also allowed my self control to…lapse as of late." Ororo groaned.

"We reprogrammed the Danger Room to give them all a shot at conducting the meetings and paperwork and whathaveyou that comes with being in charge." Remy explained. "She blew it."

"It was an unfair test!" Storm snapped at him. "I was sitting in a meeting with half a dozen representatives from the New York Board of Education when you had Shipwreck show up drunk out of what little mind he has and make a pass at me in his **underwear**!"

"How is **that** unfair exactly? It happens **ALL** the time!" Remy argued. "If it that had been real then those Board _hommes_ would've frozen, electrocuted, and blow clear to **Kansas**!"

"Beast wasn't any better." Gilaad defended Storm. "Even if the government officials in this country weren't bigoted jerk-offs, they **still** wouldn't be to put up with a man who never uses one word where he can use three—especially if two of them are obscure."

"So it's a crime to attempt to indulge in a little cultured conversation?" Hank sniffed.

"**Yes**." Gilaad stressed. "You're going to spend your time talking to lawyers, civil servants, government bureaucrats, officials, and journalists. None of them are going to understand or like it when you feel the need to pepper every sentence you have with something from Chaucer or Shakespeare or Latin! You come off sounding like you think you're smarter or better than anyone else."

"Imagine **that**." Logan snorted sarcastically.

"At least the simalcrum-people **I** was meeting with were still alive after ten minutes!" Beast snapped at him.

"The way you were prattling on they wouldn't have been for much longer! At least I gave mine the mercy of a quick death!"

"You can see there's no real reason to get into the specifics of Wolverine's simulation." Scott coughed.

"And we **know** how big a prick Cyke is." Lance smirked.

"And how much of an annoying, suck-up airhead Jean comes off as." Freddy agreed. "Especially when she's trying to ingratiate herself to some new clique she wants in on, like the Board." Scott and Jean glared at them but considering that none of the X-Men rushed to defend them or their performance in the simulation spoke volumes.

"Okay, so maybe I'll grant that Emma has more qualifications to run this place than the other faculty members." Hawk coughed nervously. "But she's still a dangerous wanted criminal and—"

"Really? You mean there's a warrant out for my arrest?" Emma smiled. Hawk's face turned stormy. "Oh that's right…there **isn't**."

"How in the world can **that** be?" Wanda asked. "She's the White Queen of the freaking **Hellfire** **Club**!"

"Ex-White Queen." Evan corrected. He and Catseye stood behind Emma.

"And to answer your question," Emma replied. "There's no charges against me. Never have been."

"That's because you probably bought the entire justice system." Xi grumbled.

"**_Please_**, that was bought **long** before I was born." Emma looked at him knowingly. "And on whose authority would the government have it that I—or the Hellfire Club as a whole for that matter—have ever been responsible for any wrongdoing? The X-Men? Far be it for me to point out that when the X-Men say that the sky is clear that the government goes out and gets umbrellas."

THAT was a cheap shot but fundamentally true. The word of an X-Man—or any mutant—was not exactly considered gold in Washington. Not even fools-gold.

"And who else would be out for me?" Emma pursued her lips as she pretended to think about. "GI Joe may be a celebrated military unit but it's not known for its sanity…I would refer you to General Hawk's rant a few moments before. Besides, they haven't been able to **prove** the involvement of Extensive Enterprises in Cobra after over two decades…and the Hellfire Club is **far** more cunning and subtle than the twin twits **ever** could be."

"Now I know SHIELD would gladly jail me, but oh wait…the US government is so mistrustful of one-eyed Nicky Fury and his superhuman friends that they pressured him into accepting the more slavishly loyal—I mean, _patriotic_—Maria Hill as his deputy."

"But it could also be that no one has charged me with any crimes…not even so much as a parking ticket or jaywalking—"

"A jaywalker? No. But a nightwalker? Oh yeah." Amira snipped. Emma made no indication that she even heard her.

"—Because they know that my wealth, connections and influence—even without being a part of the Hellfire Club anymore—is enough to bring down everyone in Washington D.C. They even **try** to touch me and every government official from the President down to the Podunkville dogcatcher will have their dirty laundry aired out for everyone to see…they'd be in jail longer than I **ever** would!"

Roadblock winced. "General, I think she has us by the shorthairs. I'm not sure we could arrest her…even if we dare!

"Must you always rhyme?" Emma scoffed.

"All the time." Roadblock nodded.

"Well stop it, its annoying."

"I've been told my voice can be cloying." Roadblock admitted. Emma narrowed her eyes as she grabbed a bowl of fruit off of Xavier's desk.

"Care for an orange?" She offered.

"Well I—aw crud nothing rhymes with orange!" Roadblock cursed. Satisfied, Emma put the bowl down and continued.

"Now then…I think you will all agree that I am uniquely qualified to teach AND to run a school. And as I have just shown there is no standing legal reason why I should not or could not do just that."

"If you think I'm going to leave the fate of these kids in **your** hands just because of a few technicalities you're even dumber than the blond hair would lead one to think." Hawk snapped. "I don't care if you've got experience as a teacher and administrator. GI Joe can and **will** run the school better than you—"

"Wrong." Emma smiled as she reached into Xavier's drawer. "You think the X-Men just let me waltz in and take over? They checked Xavier's instructions for what to do: It's **_explicitly_** stated in his will that in the event of his death or incapacitation that the Xavier Institute for the Gifted is to—and I quote—" She cleared her throat as she read. "' Never, never, never, never, **never EVER** be turned over to the irresponsible, drunken, insane…'" Emma flipped the page over in lieu of reading the rest of less-than flattering adjectives Xavier had used to describe the Joes. Then she turned over the next page. And the next. And then two more before getting to the end: " '…lunatics of GI Joe.' "

"In Charles' defense he did write that bit up **after** the incident with the Joes that ended up with us having to pay the city a couple of million to replace the decapitated statues and the town charter." Hank coughed.

"The point is," Emma silenced him with a glare. "GI Joe has no legal right or preface to assume the running of this school, no more than any other government body. More to the point, mutants NEED this place. They need something they can believe in and trust that will fight for them…no matter what. While I may not have always agreed or approved of all of Charles' decisions this school is about the ONLY thing the mutants of this country have going for them and NO ONE has done more for mutantkind than Charles Xavier. This needs to be a school run BY mutants, FOR mutants…and not at the whim of the government that hates and persecutes us."

"There are other threats and concerns than just the threat to mutants out there." Hawk argued. "Now isn't the time to stand alone. Besides, humans and mutants need checks and balances so that NEITHER side ends up dominating the other."

"Easy for you to say; you're **human**." Spyke said bitterly. "Talking about checks and balances when the two sides are anything BUT balanced!" Amira, despite loathing Emma Frost more deeply than anyone else in the room, couldn't help but nod at her protégé's words.

"**We're** the ones being outlawed, hunted, and murdered, General." Amira reminded him. "You can talk about balance and equal obligations between the wolf and lamb all you like…but if you actually think that the lamb poses the same danger to the wolf as the wolf does to the lamb then you're a fool."

Hawk met Amira's gaze. She didn't flinch; neither did he. Emma kept her face expressionless but was very interested at the fact that her most consistent and relentless opponent in the room thought along lines not that different than Emma's own provided…opportunities.

Emma continued. "This may seem hard to understand to man like you General, but I'm **not** a patriot. I don't consider myself loyal to any country or government that isn't loyal to **me**. I'm not on anyone's side because I don't think anyone is on MY side—the side of mutants. I don't feel I owe any loyalty to anything else…except maybe the Red Sox." She admitted. "The point is, I'm here…this school is here…to fight for mutant rights. Always. To the best of our abilities. Not to pull our punches or wait to advocate mutants rights when it's **convenient**. I'm not here to be some showcase school for Valerie Cooper or her government friends. We're here to help mutants."

"The two aren't mutually exclusive." Hawk pointed out. "By being seen as cooperating will only help you. Going off and becoming rogues will only hurt you more."

"First off, at the present things really **can** **not** be any worse." Frost groaned. "And secondly, I'm a student of history. I **learn** from the past…not least so I won't be doomed to repeat it. Throughout American history, the government would promises African-Americans that _after_ the current crisis or war—which would change depending on the time period—**then** they would be given their rights.

"Time and again, in times of war the government would send Blacks to fight in wars to further their interests, despite having virtually no rights at home. Each time they promised that **_after_** the war, the rights of blacks would be addressed but **_now_** they all needed to pull together in the name of patriotism. Of course, black troops were segregated from whites and usually used as manual labor, poorly outfitted, and given less provisions than white units. Despite this, African-American troops always served and fought exemplary.

But when whatever war was won—the Spanish-American War, the First World War, the Second World War, the Korean War—and African American troops returned home, the contributions they made were ignored, belittled and their condition no better off than it was before. In fact, it was often **worse**. African-Americans who faced death on the battlefield and survived, often came home to be lynched by racist whites who didn't like them wearing the medals they earned or the uniform they fought in. One cynic described the Vietnam War as 'sending Black people to kill Yellow people on behalf of White people in order to 'protect' the country they stole from the Red people.' "

So forgive me _General_ Hawk if I doubt that mutant rights will be attained by proving our loyalty or our value by faithfully serving the government." Emma concluded. "Don't get me wrong…I'm not looking for a fight with the government. I'd even be willing to work together to help stop madmen who threaten the world, mutants and humans alike—like my former colleagues in the Hellfire Club—in collaboration with you. But if it comes down to a choice between doing what's best for 'the country' or the administration and what's best for mutants…then there is no choice. Not for me."

"The country is in danger!" Roadblock reminded her. "The Hellfire Club, Shao-kahn, the Civil War, Unicron…the whole world is in danger!"

"This country—this PLANET is always in danger!" Spyke shot back. "Don't come crying to us and telling us to drop pressing for our rights just because you can't handle it on your own!"

"Wait, you're blaming us?!" Cover Girl gaped at him. Spyke looked at her levelly.

"What? You think we're supposed to trust the likes of **you** to protect **us**? Let's see…in over two decades of fighting you've **never** been able to permanently stop a joke of an organization run by an idiot in a metal mask who always screams 'Retreat! Retreat!'" Spyke said with relish. "Face facts: If you haven't won yet, it means that you **suck**."

"Okay, can I please re-arrange Porcupine's face?" Pietro growled. The rest of the Misfits looked ready to join him.

"Even if we can't pin anything on Frost we can sure as hell nail you for killing all those people at that FOH base!" Lance snapped and it looked like most of the X-Men agreed with him.

"What? I'm supposed to feel **guilty** that I killed a bunch of racist Nazi-wannabes who were creating weapons for the sole purpose of exterminating all mutantkind? Think again." Evan snorted. "I count that as an **accomplishment**…more than anything you've ever done!"

"Forgive us for drawing the line at murder." Todd spat. Roadblock nodded in clear agreement. Evan looked almost amused.

"Really? Then how is it that when Magneto or Apocalypse threatened to destroy humanity and put mutants on top you Joes have no problem resorting to deadly force." He looked at Hawk. "You wouldn't have ordered your troops **not** to kill Magneto or Apocalypse if it came down to a choice between you or them! But I take down a man producing the equivalent of chemical weapons of mass destruction and I'm branded a criminal! Heck, the US took down Saddam with less proof than I had!"

"You **lied** to us. **Used** us." Kitty fumed.

"If I told you then truth then you would've tried to stop me." Evan gave Kitty a look that suggested she was an idiot for even bringing it up. "And if I admitted it on stand—even if I cleared the Institute of any involvement—they still would've used it as an excuse to close down the Institute and land on all mutants with both feet."

"_Mein_ _gott_, you **killed** a man!" Kurt reminded him. "Doesn't that **mean** anything to you?"

"I dealt with a **threat** to the very existence of mutantkind." Evan stated flatly. "…a threat Xavier **refused** to take care of and was willing to sacrifice the Morlocks for the sake of obeying the laws crafted by the rich and powerful to protect their own! This country can't give an even break to the Native Americans or Blacks, so what chance to mutants have? Playing by rules that are stacked against you is a sure-fire way to get killed. If you want to do it, fine. But don't try to stop us when we decide not to die to obey the laws crafted to kill us."

"He has a point." Gilaad pointed out softly. Everyone looked at him as if he'd grown another eye…besides the third eye on his hand that is. He took a breath. "In ancient Japan a few Mongols did manage to invade despite the typhoons that sank most of their invasion force. Whenever a troop of Mongol horsemen encountered a samurai, he would challenge them in the typical, honorable samurai style: announcing himself, he's ancestors his glories all in the right and proper manner of combat and challenge the Mongol leader to one-on-one combat. When the samurai was finished, the **_entire_** **_troop_** of Mongols would shoot him full of arrows. The samurai had won a moral victory of sorts by obeying the rules of combat, but he was still **dead**; AND in no condition to help his family or his people."

"Why is it that whenever **I** try to teach history everyone ignores me?" Hank muttered under his breath.

"Hindsight, you're entitled to your opinion and all." Scott glared at him. "But encouraging us to break the law is not helping right now."

"Says the leader of the paramilitary vigilante force in uniform." Evan quipped. "You're a walking contradiction: you're a bunch of vigilantes who don't want to break the rules. No wonder you never amount to anything. And it's no wonder you can't stand the thought that someone not wearing spandex is doing more good than you costumed clowns." Evan snipped at the X-Men.

"Don't push it Daniels." Scott growled. "We MAY have to put up with Emma but YOU are another story all together! We don't treat with traitors, killers, and liars who hid behind us in order to cold-bloodedly murder a man!"

"No, you just cringe and cower for fear of _offending_ the people trying to kill us all!" Evan snapped. "You guys spend so much time jumping through hoops on behalf of an ungrateful government that always leads the attacks on our rights—our very **existence**!—that you've forgotten that it's the mutants that really need the most help! NOT the government!"

"What would you know about that? You left." Remy snarled.

"I didn't want to hide in a Mansion with everything provided for when most mutants don't even have a home or food or clothes!" Evan snapped back. "I joined the Morlocks out of a sense of responsibility."

"And what about your responsibility to us?" Rogue demanded.

"I thought an X-Man meant protecting the weak. Instead, all you do is protect the strong, the rich, and the privileged FROM the weak. That's why I quit. You guys spend so much time running around in spandex that you actually BELIEVE that you DO know what's best for all mutants and then act surprised when they tell you to go to hell!"

"We've helped a lot of mutants and stood up to threats to the world." Scott said stormily. "You should remember that much at least!"

"Oh please. We were just a few stupid hand gestures and helmets away from being _The Power Rangers_." Evan rolled his eyes.

"It's still more than you've done went you went around and decided to play leader with the Hellions as the Hellfire Club's hitmen." Scott shot back. "That's what you always wanted, to play the leader; the great hero. Well you had your chance. And look where you led them! Straight into their graves!"

"At least **I** was with them at the end." Evan said, his face darkening. "I was also with the New Mutants when they died too. Where were **you**?"

Scott reached for his glasses to blast Evan. Evan readied a flaming spike aimed straight at Scott's chest.

"**ENOUGH**." Emma said it softly but firmly…and underlined it a rather painful psychic blow. "This discussion is clearly going nowhere. For your information Cyclops, Evan will be joining my daughter Yvonne as she recovers at Muir Island from her telepathic coma, along with your own Betsy Braddock. Catseye will remain here with me. And as is the case with myself, there are no charges against Evan. He was found not guilty in the killing of Spears cannot be tried again for that. And as before, the word of the X-Men that the Hellions assaulted an FOH base won't hold up in any court…indeed, they'll more readily believe that YOU killed the FOH members and are attempting to shift blame onto the Hellions, who being dead, can neither be punished nor defend themselves."

"Ah yes, your **_late_** former students." Hawk looked at her. "Considering what happened to your last students…and how you generally treat your students…I still don't see why I should let you take over."

"It isn't a matter of what you think you can **let** me do or not do." Emma said coolly. "But since the opportunity is before me, I'll deign to explain to you why I'm the ONLY one who has a chance of saving this school." She looked towards the fuming Amira al-Batani who had spent the entire meeting looking as if she would like nothing better than to strike Emma dead…and had been thinking—INCREDIBLY loudly—every possible nasty thing she could say or do to Emma.

"As you are all aware, I permitted a handful of students from the Massachusetts Academy to be trained and…**_conditioned_**…with the purpose being to disrupt the Misfits and, eventually, obtain the Phoenix so it could be offered to Unicron as a herald; a bribe to prevent it from destroying the world. Despite sending my daughters with the information to undo their conditioning—with a single exception," Emma's gaze flickered briefly to Amira. "—They were all killed."

"_Bitch_." Amira cursed softly, but intensely as she glared at Frost.

"I don't have to be a telepath to know what you're thinking." Frost said as she let gaze travel across the room. "That I'm a cold-hearted evil witch who wouldn't hesitate to sacrifice her students in a heartbeat."

"I don't think that." Althea sniffed. "That implies you **have** a heart!"

"But what you **don't** know." Emma narrowed her eyes. "Is that I was **forced** to let a handful of my students be used as guinea-pigs _OR_ the Hellfire Club would've removed me and placed **Mr**. **Sinister** in charge of the Academy…and he wouldn't have been content with a mere handful of subjects for his Mengele-like experiments and everyone here knows it."

Emma paused to let that sink in. She knew that no one here (save Evan and Catseye) had anything but disdain for her…but they all despised Sinister with a deep unabating loathing that one has for a man who would gladly dissect a child just to keep himself amused for an afternoon.

"Know this: I am an educator, a teacher. It is the one thing—the **only** thing—that I have EVER wanted to be. I would **never** willingly do anything against the interests or well being of my students, especially allow them to come to harm. I don't say this so you'll change how you see me. I don't care what any of you think of me. I truly don't." Emma said coldly. "But if you don't understand **that** much about me, then you don't understand anything."

In point of fact," Emma continued. "It was the Hellfire Club strong-arming me into permitting that little _experiment_ that led to me reevaluate my ties with the Hellfire Club. After their deaths I already began planning my defection."

"Yeah, right." Shipwreck snorted. "And we're supposed to believe you?"

"You don't have to." Emma smiled. "You can believe **him**." She pointed at the corner of the room where Batman stood silently, watching from the shadows.

"It's true." Batman confirmed. "She contacted us not long after the Omega Hellions were killed, offering us inside information on the Hellfire Club and its activities."

"And what did she want in exchange? I don't think Frost does anything for free." General Hawk asked.

"Yeah, she's only sells herself for a high price." Low Light snipped. "Like any quality _whore_."

"Immunity from prosecution for herself and any students she managed to convince to follow her." Batman stated. "And guarantee that the Justice League would stand up for the rights of mutants in any way possible." Emma nodded.

"I came to the understanding that neither any government NOR the Hellfire Club can protect the rights of mutants. Indeed, the only organization that can is the Justice League. So if they help ensure that mutants have a future…I will make sure that the League has one as well."

"What does THAT mean?" Lance asked. Emma grinned smugly.

"Haven't you noticed a heightened degree of cooperation, coordination, and unity among the, ahem, '_heroes_?' " Emma coughed. "The formation and expansion of the Teen Titans internationally, gathering other young 'heroes' together and becoming a sort of youth auxiliary for the Justice League itself? Turning it into a farming-system so adolescent heroes get experience and training with their fellows to make it into the League when they mature? Did you honestly believe that a bunch of muscle bound men in tights and speedos could've come up with that on their own?" Batman sent one of his patented Bat Glares in Emma's direction but she either failed to notice or was strong enough to ignore it.

"That was all my idea. **I've** guaranteed the future training and education of the next generation of the so-called 'super-heroes.' " Emma said proudly. She turned to the Misfits. "Remember meeting the Kids Next Door? Who do you think planted the information that led you to investigate them, thinking they were a Hellfire front?"

"You? But why?" Xi asked.

"Because kids at that age have no prejudice: The KND hates and distrusts adult ideas, like the hatred that most parents pass on to their kids for one group or another. The Kids Next Door is the only organization that brings together children of all backgrounds, races, nationalities, classes, and creeds. The only one can we can trust to keep a weather eye out for mutants."

"Wait, you want the Kids Next Door to recruit mutants for us? A bunch of kids?" Rogue gaped.

"Why not? They done far more difficult things." Frost pointed out. "…and in any event that's **not** what I mean. One of our biggest problems, as you should know, is finding and getting to mutants once their powers emerge. It's a frightening time for them: they're vulnerable, scared and face violence from people who were their friends and family and from anti-mutant bigots as well. Not to mention the danger that their emerging power might hurt them or those around them since they don't know how to control it. We need foreknowledge of people who have the X-Gene. Cerebro only identifies them once their powers emerge. Now, if any **_else_** were to attempt to screen people for the X-Gene you know it would be by some company or government who would use that information **against **them. But the KND registers their members' genetic material as a matter of course. And they DON'T care about mutations…they probably would think it was just 'cool.' " Emma paused to take a sip of water before continuing.

"An arrangement has already been made between the KND and the Teen Titans and a few key Leaguers: They won't make any effort to shut down the Kids Next Door, provided they comply in this: the KND will keep an eye open for children with special talents, like mutants or others with super-powers. This way, we can identify children who will become mutants during adolescence ahead of time for a change without having the government knowing. Kids at that age have no prejudice. The KND will provide an atmosphere for human and mutant children to interact and play together and even when they decommission their human operatives, they'll make sure they keep fond memories of mutants. Their mutant members, they have agreed not to mind-wipe. They'll need fond memories of normal people to cling on to."

"When they become teenagers and leave the Kids Next Door, mutant children will be brought to mutant schools like the Xavier Institute or even normal schools—provided its safe enough. Ex-KND mutant operatives, or even talented human operatives, that wish to become 'heroes' will go to Sky High, the Xavier Institute, Muir Island—or if they're ESPers or magic-types—Hogwarts, the Slayer Academy, or other magical schools. They'll spend their junior high and high school years there and when they graduate they'll join the Teen Titans."

"Teen Titans have set up their 'T' Towers all across the globe, in every major city in the world! They even absorbed other teenage heroes and groups into the Teen Titans International: Kim Possible, Jake Long, Danny Phantom, the Runaways, the Young Avengers, and even managed to get those idiot New Warriors off the streets. Each Titan team—usually five members strong—will operate to defend a city and hone their skills until they're ready to be asked to join the Justice League. They'll probably spend their first few years being paired with an older most established member in an apprentice role until they become full time Leaguers."

"And there you have it." Emma smiled. "From elementary school children through adulthood and membership in the Justice League: a complete hero education system plus greater cooperation between the heroes of world—needed now more than ever—courtesy of _moi_. I think that is well worth the Justice League supporting my efforts to see that mutantkind is not oppressed or eradicated, don't you think?"

"Still, you've spent this entire time grilling me on why I should be 'allowed' to run the school. Why don't you ask the X-Men for what _they_ think and what _they_ want?" Frost grinned.

The Misfits and Joes turned to the X-Men waiting for them to talk. They were of obviously mixed feelings, as evident by their lack of enthusiasm for speaking.

"Look," Kitty sighed. "We all know that Frost is total lying, double-crossing, untrustworthy stinker—"

"—And THOSE are her **good** points!" Amira sneered.

"But, we don't have much of a choice." Jean admitted. "Without the Professor there isn't anyone who can really carry on in his stead. And with everything that's going on we need someone, who well—" Gilaad supplied the rest.

"—The whole world going to hell in a hand basket: Murderous, treacherous rogues are running amuck all over the place and the fate of the world is being decided in backrooms by dirty, twisted, double-crossing _shmucks_. In that kind of situation we're going to need **someone** who knows how things work." He said. "The way things are going I want the biggest, meanest, nastiest, cleverest bitch to be on **our** side and by God, there's no bigger bitch than freaking Emma goddam Frost!"

"On THAT much I can't argue with him." Amira said with a sour laugh.

"If you're trying to help me." Emma drawled. "**DON'T.**"

"I'm not." Gilaad said shortly. "I really don't give a damn about you except that you're the only one with the know-how to keep the Institute going. Besides, the extent of Xavier's political skill was to know to bribe the cops and occasionally mind-wipe somebody. That isn't going to cut it anymore."

"Is that how the rest of you feel?" Althea asked the X-Men sadly.

"Pretty much." Rogue said uncomfortably.

"I don't trust her farther than I could toss the **Blob**." Logan grunted. "But given the kind of trouble she causes, I'd rather have her where I can keep an eye on her...and maybe get some use out of her while she's here/"

"You have to understand." Scott sighed to the Misfits. "We aren't as lucky or as privileged as you."

"Exsqueeze me?" Todd blinked. "I musta heard that wrong…what did you say?"

"Okay, is anyone else aware of the massive irony here?" Pietro looked around. "Anybody?"

"He's serious." Peter stated. "Whenever you Misfits get into trouble, you have General Hawk and the Joes to bail you out, to say that you were really on a 'secret mission' or something. You're protected at the Pit. You don't have to deal with an idiot Mayor who blames you every time something goes wrong."

"Or have to deal with racist mobs that surround the Institute and make it too terrifying to leave." Kitty added.

"We do our best to help people and what we get is to be imprisoned in our own homes, banned from going into town…criminals have more rights than we do!" Remy complained.

"Plus we don't have a _deux_ _es_ _machina_ that allows us to go anywhere we want." Rina pointed out, referring to the Mass Device.

"Or have an army to protect us from all the protestors and psychos who come calling every other week." Rogue added.

"So let us help run the place!" Althea urged. "We can keep you guys safe!"

"What and give you guys even more of an excuse to come by and bug us more than you already do?" Bobby snorted. "Besides how long do you think it'll be before you rub our noses in it that we need you to protect us?"

"And if GI Joe starts to run the school, that means we'll have to follow government orders like the Misfits right?" Kitty asked. "And if the government passes the Registration Act, then **we'll** have to go and round up any mutants or heroes or whatever who don't register?"

"It won't come to that." Althea said stubbornly. "We'll think of something."

"_Something_ is pretty vague." Rogue pointed out. "And **not** good enough. Not for this."

"After Chicago—" Scott started and as one, all the Misfits winced without even needing to hear him finish. Chicago was a nightmare. General Kincaid, the rabidly anti-mutant US army general charged with running the Genetic Research and Security Organization (GRSO), an organization dedicated to hunting down 'dangerous' (read: **any**) mutants on the government's orders. In Chicago, Kincaid ordered the Misfits to stay out his way as he proceeded to call in Sentinels and attempted to slaughter the Morlocks. Because he had the authorization the Misfits were powerless to stop him.

Emma was just as soon glad that one of the X-Men had raised that and not her. It raised the basic difference between them and the Misfits: The Misfits were soldiers who followed orders. Okay, maybe not all the time but when push came to shove—as it did at Chicago—their first allegiance was to the government. The X-Men, by virtue of their private 'vigilante' status, were beholden to no one. Emma intended to keep it that way. To have it so that mutants would always have at least ONE ace in the hole, something to level the playing field a bit: a team of mutant defenders and champions, asking permission of no one and swimming against the tide of government orders and popular opinion if the situation required it. That's why she had no intention of EVER letting the government or the army take over the Institute. **Never**.

"Are there any other questions?" Emma asked sweetly, smiling at the dejected faces on the Misfits and Joes who knew that she had them over a barrel…and one going over Niagara Falls at that!

"And you're both prepared to go along with this?" General Hawk sighed to the X-Men and Batman.

The Dark Knight nodded once. "Over the last few months she has proven herself if not trustworthy…then at least worthy of being given the chance to prove her trustworthiness. The League has no objection with her running the Institute…especially since she has no criminal record nor anything else that would prevent her from running a school—even if it weren't a private matter of a private school that we have no authority over."

Emma smiled. Batman narrowed his eyes. "However…" Emma's smile was wiped from her lips at that one word. Batman continued. "We would certainly think it in your mutual interests if you didn't allow the X-Men's excellent working relationship—" How Batman could say that with a straight face was anyone's guess—"with the Misfits to fail. In fact, why don't you inform them of your new project?" Emma looked cross. She had not wanted to share her plans with the Misfits or the Joes. But considering that Batman was one her strongest backers in the League, Emma felt—correctly—that she had no choice.

Schooling her features to conceal her displeasure, Emma explained. "I've concluded long ago that mutant rights will never be guaranteed by the governments of the world. The only time they are not actively persecuting us is when we're needed for some dirty job they don't want to waste _human_ lives on, or so they can have a leg up on their neighbors in a Superhuman Arms Race. So if one cannot trust the nations of the world to ensure our rights, we mutants will have to do it ourselves. I've used my business, Frost International and added to them Charles' fortunes plus the financial backing of Warrington—left to the Institute per the wills and instruction of Charles and Warren in the event of the unforeseen—to create something that I call the X-Corporation."

"The X-Corporation will ensure the protection of mutants and their rights the world over. Help find them jobs, help organize mutant-rights groups and events, start conferences, and so on. This helps leave the X-Men free to direct their focus elsewhere. Officially, that is." Emma smiled.

"And unofficially?" Spirit crossed his arms.

"Unofficially…The X-Corporation will help mutants avoid persecution from government oppression or hate groups. It will free mutants from the prisons and concentration camps they are stuck in and help them avoid being forced into the employ of any agency or government against their will." Her eyes flickered at the Misfits once, a surefire 'suggestion' that she was not at all approving of the way the former Brotherhood of Mutants—and later Shane Shooter—had been strong-armed into the Misfits. But she continued without saying her thoughts. "The X-Corp will provide false identities and information for mutants to protect them. If necessary, it will help them get out of their country to one where the anti-mutant hysteria isn't as bad."

"You're creating an underground railroad." Roadblock realized. Emma nodded.

"However it is impossible to keep mutants on the run for ever, especially if they run out of places to go. We will need a safe haven for mutants or empowered-humans. I'm not interested in Magneto's vision of a separate mutant country." She explained. "But having one place where mutants know they can be safe will ensure that they always have that option open. Additionally, having one government defending mutant rights will help us on the international scene and call attention to our fights on the domestic front."

"And this safe haven would be?" Althea asked. Emma grinned.

"Ever hear of Genosha?"

**THE** **END**

&&&

**Plot to be continued in the story 'Civil War: Misfitverse' **

**Gilaad and Amira are © to me**

**GI Joe is © to Hasbro **

**X-Men: Evolution is © to Marvel **

**Kids Next Door is © to Cartoon Network **

**Batman, the Justice League and the Teen Titans are © DC **

**Althea, Xi, Shane, Lina, Trinity, Spyder and the Misfit concept is © to Red Witch**


End file.
